The Bat! Version 6 End User License Agreement
Thank you for using The Bat! This End User License Agreement (hereinafter "Agreement") is by and between you, the user (hereinafter "User," "You," and "Your"), and Ritlabs, SRL, a limited liability company organized under the laws of the Republic of Moldova (hereinafter "Ritlabs").
Ritlabs provides You with a limited license to use the The Bat! version 6 software (hereinafter "The Bat!") subject to the terms of this Agreement. YOUR INSTALLATION AND USE OF THE BAT! CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DISAGREE WITH THE TERMS CONTAINED WITHIN THIS END USER LICENSE AGREEMENT, YOU MUST CEASE YOUR USE OF THE BAT! AND UNINSTALL THE BAT! FROM YOUR COMPUTER.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE BAT! CONSTITUTES YOUR CONSENT TO THE TRANSMISSION OF INFORMATION TO AND FROM SERVERS OWNED BY, OPERATED BY, OR UNDER THE CONTROL OF RITLABS TO VALIDATE OR ACTIVATE YOUR LICENSE TO USE THE BAT!. THROUGH YOUR USE OF THE BAT!, YOU EXPRESSLY CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
- Grant of Trial Period License. Ritlabs grants You a limited, non-exclusive, personal, non-transferrable, and revocable license to install and use an unregistered and limited copy of The Bat! for one period of thirty (30) days for evaluation purposes only (hereinafter "Trial Period License"). This Trial Period License will terminate upon the expiration of this thirty (30) day period.
- Grant of Registered License. Upon Your purchase of a license to use The Bat!, Ritlabs grants You a limited, non-exclusive, personal, non-transferrable, and revocable license to install and use one copy of the full version The Bat! (hereinafter "Registered License") per Licensed User ("Licensed User") in executable code form and for its customary and intended purposes subject to the terms of this Agreement. The number of Licensed Users per Registered License will be specified at the time of Your purchase of a Registered License to use The Bat!
- The Bat! Home Edition. In the event You purchase a Registered License for The Bat! Home Edition, your Registered License is limited to the non-commercial use of The Bat!.
- The Bat! Professional Edition. In the event You purchase a Registered License for The Bat! Professional Edition, Your Registered License provides you with the ability to use The Bat! for both commercial and non-commercial uses and to install The Bat! on one device per Licensed User. Though your Registered License for The Bat! Professional Edition provides you with the ability to install a copy of The Bat! on multiple devices, you may use only one copy of The Bat! per Licensed User at a time.
- License Conditions. As a condition of the Trial Period License or Registered License granted to you under the terms of this Agreement, and except where otherwise expressly allowed under the terms of this Agreement, you are expressly prohibited from the following:
- Distributing, emulating, cloning, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, publicly displaying, publicly performing, creating derivative works of, translating, or adapting The Bat!;
- Decompiling, reverse engineering, disassembling, or hacking The Bat!;
- Circumventing The Bat!'s technology protection measures;
- Infringing upon the intellectual property or other proprietary rights of Ritlabs;
- Exporting The Bat! in violation of the export controls and regulations of the laws of the United States or any other applicable country's laws or regulations;
- Using The Bat! to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
- Using The Bat! to violate the rights of third parties, including, but not limited to, personal and proprietary rights;
- Removing or altering any proprietary notices contained within The Bat!, including, but not limited to, copyright and trademark notices;
- Distributing, copying, emulating, cloning, selling, modifying, decompiling, disassembling, or otherwise reverse engineering The Bat!;
- Proof of License. To determine whether Your Registered License is valid, You may view Your license type, serial number, and user name within The Bat! by selecting the "About" item of the "Help" section of the main menu. The serial number associated with Your Registered License to use The Bat serves as proof of Your right to use The Bat! and should be stored and backed up by User. In the event You desire to change the information associated with Your Registered License, including, but not limited to, the company name associated with Your Registered License, You will be required to purchase a new Registered License to use The Bat!.
- Proprietary Rights. You understand and agree that The Bat!, including, but not limited to, its source code, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of Ritlabs. Under the terms of this Agreement, the User does not acquire any ownership rights in or to The Bat!. User acquires only a limited license to use The Bat! subject to the terms of this Agreement. All other rights are reserved by Ritlabs.
- Backup Copies. User may make one copy of The Bat! software for archival or backup purposes provided that said copy will include in readable format any and all proprietary and copyright notices or markings contained within the original.
- Term. This Agreement, and the license granted herein, will remain in effect until terminated. User may terminate this Agreement and the license granted herein at any time by discontinuing use of The Bat! and destroying all copies of The Bat!. Upon User's termination of this Agreement, all restrictions and limitations imposed on User under the term of this Agreement, including all limitations on liability and disclaimers of warranties, will survive termination of this Agreement.
- Termination. Any license granted under the terms of this Agreement will remain in effect for its full term unless terminated earlier by one of the following actions:
- User's breach of any term or condition of this Agreement;
- User's failure to pay Ritlabs any monies owed for any license granted under the terms of this Agreement;
- If either party to this Agreement is adjudicated as bankrupt under the U.S. Bankruptcy Code, as now constituted or later amended, or under any other applicable federal or state bankruptcy law or other similar law, or on assignment of a receiver, liquidator, assignee, trustee, custodian (or similar official) of either party to this Agreement or any substantial part of their properties, or on the winding up of or liquidation of the affairs of either of the parties to this Agreement, the other party will be entitled at its own discretion to terminate any license granted under this Agreement forthwith by written notification to the party concerned; and
- Upon either party's violation of any applicable law, statute, regulation, ordinance, or treaty, whether national or international.
- Assignment. The rights granted in this Agreement are restricted for use solely by User and may not be assigned, transferred, or sublicensed. Ritlabs may assign its rights and duties under this Agreement at any time, including, but not limited to, in a sale of the assets of Ritlabs or in a sale of the company itself.
- Suitability. User alone is responsible for determining which software best suits User's needs, for installing and operating The Bat!, and for the results obtained. Consequently, User should determine its needs and fully evaluate The Bat!'s capabilities before deciding to purchase The Bat!.
- Limited Warranty. RITLABS PROVIDES USER WITH A LIMITED WARRANTY. RITLABS WARRANTS THAT, UPON DELIVERY OF THE BAT! TO USER AND FOR A PERIOD OF NINETY (90) DAYS THEREAFTER, THE BAT! WILL PERFORM SUBSTANTIALLY AS DESCRIBED IN THE USER DOCUMENTATION ASSOCIATED WITH THE BAT! SOFTWARE (HEREINAFTER "WARRANTY PERIOD"). RITLABS' ENTIRE LIABILITY AND USER'S SOLE AND EXCLUSIVE REMEDY DURING THE WARRANTY PERIOD WILL BE, AT THE OPTION OF RITLABS, THE CORRECTION OR REPAIR OF THE ERRORS IDENTIFIED BY USER, IF ANY, OR A REFUND OF THE FEES PAID BY USER FOR THE BAT! SOFTWARE AND THE TERMINATION OF THE USER'S LICENSE TO USE THE BAT!
EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, RITLABS PROVIDES THE BAT! ON AN AS-IS BASIS AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. ANY STATEMENTS OR REPRESENTATIONS MADE ABOUT THE BAT! IN MARKETING MATERIALS OR IN ANY COMMUNICATION WITH USER ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION TO BE RELIED UPON. WITHOUT LIMITING THE FOREGOING DISCLAIMER OF WARRANTIES, RITLABS EXPRESSLY DOES NOT WARRANT THAT THE USER'S USE OF THE BAT! WILL BE ERROR FREE, UNINTERRUPTED, COMPLETE, RELIABLE, ACCURAGE, OR SECURE. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
- Limitation of Liability. RITLABS WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE BAT! INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT RITLABS CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID TO LICENSE THE BAT!. IF NO AMOUNT IS PAID BY YOU TO RITLABS, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR STATE OR PROVINCE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR RIGHTS UNDER THE LAW.
- Indemnification. You agree to hold harmless, indemnify, and defend Ritlabs, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of The Bat!, your violation of any term or condition of this Agreement, your use of The Bat! to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international, or your use of The Bat! to violate the rights of third parties. Your obligation to defend Ritlabs under the terms of this Agreement will not provide you with the ability to control Ritlabs' defense. Ritlabs reserves the right to control its defense, including, but not limited to, its choice of counsel and the choice to settle or litigate a claim.
- Resolution of Disputes and Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE REPUBLIC OF MOLDOVA. YOU AND RITLABS AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE BAT!, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. THIS ARBITRATION, UNLESS SETTLED BY NEGOTIATION BETWEEN THE PARTIES, WILL BE SETTLED BY THE INTERNATIONAL COMMERCIAL ARBITRATION COURT OF THE CHAMBER OF COMMERCE AND INDUSTRY OF THE REPUBLIC OF MOLDOVA IN CHISINAU, REPUBLIC OF MOLDOVA. THE AWARD RENDERED BY THE ARBITRATOR WILL BE MANDATORY FOR THE PARTIES AND JUDGMENT ON THE ARBITRATOR’S AWARD MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION; HOWEVER, A PARTY MAY APPEAL AGAINST THE ARBITRATOR’S JUDGMENT IN A COURT OF APPROPRIATE JURISDICTION ACCORDING TO THE RULES STIPULATED IN THE CODE OF CIVIL PROCEDURE OF THE REPUBLIC OF MOLDOVA. THE PARTIES AGREE THAT THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AGREEMENT.
- Notices. Unless otherwise specified in this Agreement, any notices required or permitted to be given to Ritlabs pursuant to this Agreement will be in writing and will be deemed to have been given when received at:
180 Stefan cel Mare, of. 102
Republic of Moldova
- Force Majeure. Ritlabs will not be responsible for any delay or failure in performance of The Bat! arising out of any cause beyond Ritlabs' control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.
- Severability. If any provision of this Agreement or the application thereof to any person or circumstance is found to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law.
- Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is in writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.
- Interpretation. This Agreement will be deemed to have been drafted by both parties and the terms and conditions of this Agreement will not be interpreted against its drafter.
- Survivability. The representations, warranties, duties, and covenants made by User under this Agreement will survive the termination of this Agreement and User's use of The Bat! including, but not limited to, User's duty to indemnify and defend Ritlabs.
- Compliance with Export Laws. User will be responsible for complying with all applicable government regulations of the United States or any foreign countries with respect to the use, import, or export of The Bat!. Ritlabs makes no recommendations and provides no advice regarding User's exporting of The Bat!.
End User License Agreement v. 1.2. Last updated: January 5th, 2015.
© Ritlabs, SRL 1998-2015.